NFSN 10-Q

Nongfu Shop Digital New Retail Co., Ltd (NFSN)

10-Q 2021-11-24 For: 2021-09-30

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Added on April 06, 2026

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

	As of
	September 30,			December 31,
	2021			2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-

TOTAL CURRENT ASSETS		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	2,431		$	53,118
Accounts payable and accrued liabilities - related parties		300,459			227,339
Due to related party		4,725			-
Convertible debenture		50,000			50,000
Convertible debentures - related parties		250,000			250,000

TOTAL CURRENT LIABILITIES		607,615			580,457

Commitments and contingencies

STOCKHOLDERS' DEFICIT:
Preferred stock ($.001 par value; 10,000,000 shares authorized; 0 share issued and outstanding at September 30, 2021 and December 31, 2020)		-			-
Common stock ($.001 par value; 180,000,000 shares authorized; 135,569,068 and 105,569,068 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively)		141,945			111,945
Common stock to be issued		2,282			2,282
Additional paid-in capital		2,804,763			2,071,913
Accumulated deficit		(3,556,605	)		(2,766,597	)

TOTAL STOCKHOLDERS' DEFICIT		(607,615	)		(580,457	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020

Revenue	$	-		$	-		$	-		$	-

Operating Expenses:
Consulting fees		-			-			753,000			-
Professional fees		7,156			21,175			17,006			21,175
Other general and administrative		-			2,207			-			2,207

Total Operating Expenses		7,156			23,382			770,006			23,382

Loss from Operations		(7,156	)		(23,382	)		(770,006	)		(23,382	)

Other Income (Expense):
Gain on extinguishment of debt and related interest		-			-			-			-
Interest expense		(6,250	)		(15,982	)		(20,002	)		(47,946	)

Total Other Income (Expense)		(6,250	)		(15,982	)		(20,002	)		(47,946	)

Income (Loss) Before Income Taxes		(13,406	)		(39,364	)		(790,008	)		(71,328	)

Income Taxes		-			-			-			-

Net Income (Loss)	$	(13,406	)	$	(39,364	)	$	(790,008	)	$	(71,328	)

Net income (loss) per common share:
Basic	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.00	)
Diluted	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding:
Basic		135,569,068			105,569,068			125,678,958			105,569,068
Diluted		141,283,353			105,569,068			125,678,958			105,569,068

	Preferred Stock				Common Stock				Common		Additional					Total
	Number of				Number of				Stock to		Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Be Issued		Capital		Deficit			Deficit

Balance at December 31, 2020		-	$	-		105,569,068	$	111,945	$	2,282	$	2,071,913	$	(2,766,597	)	$	(580,457	)

Net income for the three months ended March 31, 2021		-		-		-		-		-		-		13,502			(13,502	)

Balance at March 31, 2021		-		-		105,569,068		111,945		2,282		2,071,913		(2,780,009	)		(593,959	)

Common stock issued for services		-		-		30,000,000		30,000		-		723,000		-			753,000

Conversion of related party payable to equity		-		-		-		-		-		9,850		-			9,850

Net loss for the three months ended June 30, 2021		-		-		-		-		-		-		(763,100	)		(763,100	)

Balance at June 30, 2021		-		-		135,569,068		141,945		2,282		2,804,763		(3,543,199	)		(594,209	)

Net income for the three months ended September 30, 2021		-		-		-		-				-		(13,406	)		(13,406	)

Balance at September 30, 2021		-	$	-		135,569,068	$	141,945	$	2,282	$	2,804,763	$	(3,556,605	)	$	(607,615	)

	Preferred Stock				Common Stock				Common		Additional					Total
	Number of				Number of				Stock to		Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Be Issued		Capital		Deficit			Deficit

Balance at December 31, 2019		-	$	-		105,569,068	$	111,945	$	2,282	$	1,599,855	$	(3,055,364	)	$	(1,341,282	)

Net loss for the three months ended March 31, 2020		-		-		-		-		-		-		(15,982	)		(15,982	)

Balance at March 31, 2020		-		-		105,569,068		111,945		2,282		1,599,855		(3,071,346	)		(1,357,264	)

Net loss for the three months ended June 30, 2020		-		-		-		-		-		-		(15,982	)		(15,982	)

Balance at June 30, 2020		-		-		105,569,068		111,945		2,282		1,599,855		(3,087,328	)		(1,373,246	)

Net loss for the three months ended September 30, 2020		-		-		-		-		-		-		(39,364	)		(39,364	)

Balance at September 30, 2020		-	$	-		105,569,068	$	111,945	$	2,282	$	1,599,855	$	(3,126,692	)	$	(1,412,610	)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

YONG BAI CHAO NEW RETAIL CORPORATION
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.)
CONDENSED BALANCE SHEETS

YONG BAI CHAO NEW RETAIL CORPORATION
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

YONG BAI CHAO NEW RETAIL CORPORATION
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Net income (loss) available to common stockholders for basic net income (loss) per share of common stock	$	(13,406	)	$	(39,364	)	$	(790,008	)	$	(71,328	)
Weighted average common stock outstanding - basic		135,569,068			105,569,068			125,678,958			105,569,068
Net income (loss) per share:
Basic	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.00	)

	●	may reduce the equity interest of our existing stockholders;
	●	may cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and
	●	may adversely affect the prevailing market price for our common stock.

	●	default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
	●	acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;
	●	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

	●	the application of Rule 419 to any public offering of securities we may undertake, which could make closing such an offering more difficult than if we were not subject to such rule;
	●	the application of the “penny stock” rules to shares of our common stock, which provide for enhanced disclosures by broker-dealers to persons desiring to purchase our stock in the open market, which may diminish demand for our stock in the open market;
	●	limitations on the availability of Rule 144 to our shareholders who hold restricted stock, which may render raising capital in private transactions more difficult; and
	●	limitations on the availability of Form S-8 to register shares of common stock issuable to our employees and consultants.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation dated June 15, 2016 (1)
3.2		Bylaws (2)
10.1		Company Acquisition Agreement, dated September 14, 2021, by and between Environmental Control Corp and Yong Bai Chao New Retail (Shenzhen ) Co. Ltd. (3)
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.*
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
99.1		Custodial Order (1)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(1)	Incorporated by reference from registration statement on Form 10 filed with the Securities and Exchange Commission on January 24, 2020.
(2)	Incorporated by reference from registration statement on Form SB-2 filed with the Securities and Exchange Commission on November 23, 2004, 2020.
(3)	Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021

	Yong Bai Chao New Retail Corporation

Date: November 24, 2021	By:	/s/ Wang Fei
	Name:	Wang Fei
	Title:	President, Principal Executive Officer, Principal Financial Officer